Validity and Enforceability; No Violation. This Agreement has been duly executed and delivered by Seller and constitutes the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws relating to or affecting creditors’ rights generally or by general equitable principles (whether considered in a proceeding in equity or at law). Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (a) conflict with or violate any provision of any law, statute, judgment, decree, order, ordinance, rule or regulation of any supranational, national, state, municipal, local or foreign government, any instrumentality, subdivision, court, administrative agency or commission or other governmental authority or instrumentality, or any quasi-governmental or private body exercising any Tax, regulatory or governmental or quasi-governmental authority (each, a “Governmental Entity”) which is applicable to, binding upon or enforceable against Seller or Xxxxxxx or requires any filing or authorization under any Legal Requirement, (b) result in any breach of or default under any mortgage, contract, agreement, indenture, will, trust or other instrument which is binding upon or enforceable against Seller or Xxxxxxx , (c) except as set forth on Schedule 6.1(b), require Seller or Xxxxxxx to obtain any consent, approval or action of, or make any filing with or the giving of notice to, any association, business trust, company, corporation, estate, firm, individual, joint stock company, joint venture, limited liability company, limited liability partnership, partnership, trust, unincorporated association, unincorporated organization, union or other entity or Governmental Entity (each, a “Person”). Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will conflict with, violate or result in the breach of any of the provisions of the Seller’s certificate of formation and limited liability company agreement (collectively referred to herein as “Charter Documents”), as amended and currently in effect.
Validity and Enforceability; No Violation. This Agreement has been duly authorized, executed and delivered by Buyer and constitutes the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws relating to or affecting creditors’ rights generally or by general equitable principles (whether considered in a proceeding in equity or at law). Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (a) violate, conflict with or result in any breach of any provisions of Buyer’s Charter Documents, (b) conflict with or violate any provision of any law, ordinance or regulation or any decree or order of any court, administrative body or other governmental body which is applicable to, binding upon or enforceable against Buyer or requires any filing or authorization under any Legal Requirement, (c) result in any breach of or default under any mortgage, contract, agreement, indenture, will, trust or other instrument which is binding upon or enforceable against Buyer or (d) result in the creation or imposition of any Lien upon Buyer.
